TISO Blackstar Group Se Plc, Re

The scheme of arrangement is fair, properly constituted, and free from technical or policy defects. The reduction of capital does not contravene section 641(1)(a) as there is no acquisition by associates, and all shareholders are treated equitably. The scheme is sanctioned, with the capital reduction element adjourned for final determination.

Parties: Applicant: Tiso Blackstar Group SE PLC
Jurisdiction: England and Wales
Judgment Date: 19 November 2020
Procedural Posture: Company Scheme of Arrangement / Sanction Hearing and Provisional Confirmation of Capital Reduction
Outcome: Scheme sanctioned; capital reduction element adjourned for further consideration.
Legal Topics: Scheme of Arrangement, Reduction of Capital, Delisting, Shareholder Rights

Company Law Corporate Finance Scheme of Arrangement Reduction of Capital Delisting Shareholder Rights

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Parties

Tiso Blackstar Group SE PLC

Applicant

Procedural Posture

Company Scheme of Arrangement / Sanction Hearing and Provisional Confirmation of Capital Reduction

Legal Issues

1 Whether the scheme of arrangement should be sanctioned under Part 26 of the Companies Act 2006 for an English registered societas Europaea
2 Whether the reduction of capital as part of the scheme is permissible under section 641(1)(a) of the Companies Act 2006
3 Whether the scheme is fair and free from technical defects or public policy objections

Ratio Decidendi

Court Disposition

Scheme sanctioned; capital reduction element adjourned for further consideration.

Orders

Scheme of arrangement sanctioned as presented to the court.
Further hearing to be held to confirm the reduction of capital after expiry of final election period.